Method for structuring an obligation

ABSTRACT

A method for structuring an obligation. More particularly, a method for structuring an interest-bearing obligation which is convertible into stock.

FIELD OF THE INVENTION

The present invention relates to a method for structuring an obligation.More particularly, the present invention relates to a method forstructuring an interest-bearing obligation which is convertible intostock.

BACKGROUND OF THE INVENTION

A number of financial mechanisms exist for paying interest to thepurchaser of an obligation (including, but not limited to, a bond (suchas a convertible bond, for example), a bond plus a warrant unitstructure to buy stock, or a money market fund). For example, bonds andmoney market funds which pay fixed or variable rate interest may bepurchased by the public from many sources. One conventional type of bondis a fixed income bond having an interest rate which is reset so thatthe bond pays on par (wherein the resetting of the interest rate istriggered by the value of the bond).

Likewise, a number of financial mechanisms exist which permit a holderto purchase stock at a future date. For example, “options contracts”,which are typically sold to the public, give the holder of the contractthe right to purchase a given stock at a fixed price at a future date.Similarly, “warrants”, which are typically given or sold to employees ofa company, give the holder the right to purchase stock in the employee'scompany at a fixed price at a future date.

Nevertheless, none of the existing financial mechanisms provide for aninterest-bearing obligation in which the interest payable on theobligation is reset when the price of an underlying or tracked stockchanges, as provided for by the present invention.

DETAILED DESCRIPTION OF THE INVENTION

As required, detailed embodiments of the present invention are disclosedherein; however, it is to be understood that the disclosed embodimentsare merely illustrative of the invention that may be embodied in variousforms. Therefore, specific structural and functional details disclosedherein are not to be interpreted as limiting, but merely as a basis forthe claims and as a representative basis for teaching one skilled in theart to variously employ the present invention.

In one embodiment a method for conducting a transaction is provided,comprising: setting an initial yield for an obligation issued by anissuer, wherein the initial yield is applied to the obligation for aninitial time period; setting a current yield for the obligation, whereinthe current yield is applied to the obligation after the initial timeperiod has elapsed, and wherein the current yield is set equal to one ofa first reset yield and a second reset yield, depending upon a value ofa share of a stock in relation to an accreted conversion price of theobligation; and permitting conversion of the obligation into the stockaccording to a conversion formula.

In another embodiment a method for conducting a transaction is provided,comprising: setting at least one of an issue price, a maturity date, anda nominal maturity value for an obligation issued by an issuer; settingan initial yield for the obligation, wherein the initial yield isapplied to the obligation for an initial time period; setting a currentyield for the obligation, wherein the current yield is applied to theobligation after the initial time period has elapsed, and wherein thecurrent yield is set equal to one of a first reset yield and a secondreset yield, depending upon a value of a share of a stock in relation toan accreted conversion price of the obligation; and permittingconversion of the obligation into the stock according to a conversionformula.

In another embodiment a method for conducting a transaction is provided,comprising: setting an initial yield for an obligation issued by anissuer, wherein the initial yield is applied to the obligation for aninitial time period; setting a current yield for the obligation, whereinthe current yield is applied to the obligation after the initial timeperiod has elapsed, and wherein the current yield is set equal to one ofa first reset yield and a second reset yield, depending upon a value ofa share of a stock in relation to an accreted conversion price of theobligation; permitting conversion of the obligation into the stockaccording to a conversion formula; and permitting the issuer to redeemthe obligation according to a redemption formula.

In another embodiment a method for conducting a transaction is provided,comprising: setting an initial yield for an obligation issued by anissuer, wherein the initial yield is applied to the obligation for aninitial time period; setting a current yield for the obligation, whereinthe current yield is applied to the obligation after the initial timeperiod has elapsed, and wherein the current yield is set equal to one ofa first reset yield and a second reset yield, depending upon a value ofa share of a stock in relation to an accreted conversion price of theobligation; permitting conversion of the obligation into the stockaccording to a conversion formula; and permitting a holder of theobligation to require the issuer to re-purchase the obligation accordingto a re-purchase formula.

In another embodiment a method for conducting a transaction is provided,comprising: setting a current yield for an obligation issued by anissuer, wherein the current yield is applied to the obligation after aninitial time period has elapsed, and wherein the current yield is setequal to one of a first reset yield and a second reset yield, dependingupon a value of a share of a stock in relation to an accreted conversionprice of the obligation; and permitting conversion of the obligationinto the stock according to a conversion formula.

In another embodiment a method for conducting a transaction is provided,comprising: setting at least one of an issue price, a maturity date, anda nominal maturity value for an obligation issued by an issuer; settingan initial accretion rate for the obligation, wherein the initialaccretion rate is applied to the obligation for an initial time period;setting a current accretion rate for the obligation, wherein the currentaccretion rate is applied to the obligation after the initial timeperiod has elapsed, and wherein the current accretion rate is set equalto one of a first reset accretion rate and a second reset accretionrate, depending upon a value of a share of a stock in relation to anaccreted conversion price of the obligation; permitting conversion ofthe obligation into the stock according to a conversion formula;permitting the issuer to redeem the obligation according to a redemptionformula; and permitting a holder of the obligation to require the issuerto re-purchase the obligation according to a re-purchase formula.

The current yield may be set equal to one of the first reset yield andthe second reset yield depending upon the value of a share of the stockon a predetermined number of days in a test window in relation to anaccreted conversion price of the obligation.

The current yield may be set equal to the first reset yield if the valueof the share of stock is equal to or less than a predetermined percentof the accreted conversion price of the obligation on at least thepredetermined number of days in the test window; and the current yieldis set equal to the second reset yield if the value of the share ofstock is not equal to or less than a predetermined percent of theaccreted conversion price of the obligation on at least thepredetermined number of days in the test window.

The predetermined percent of the accreted conversion price may equal 60percent. The predetermined number of days may equal 20 days and the testwindow may equal 30 days. The predetermined number of days may equal 20trading days and the test window may equal 30 trading days. The value ofa share of stock may be a closing sales price of a share of stock.

The current yield may be set periodically using a period selected fromthe group including, but not limited to: a) by the split-second; b) bythe second; c) by the minute; d) by the hour; e) daily; f) weekly; g)monthly; h) quarterly; i) semi-annually; and j) annually. The currentyield may be set essentially continuously on a real-time basis.

The first reset yield may equal a rate that would result in a tradingprice of par of a hypothetical issue of a debt security of a reset ratetarget entity, wherein the terms of the hypothetical issue of the debtsecurity may include: (i) a predetermined maturity (e.g., apredetermined number of days, weeks, months, or years); and (ii) anaggregate principal amount substantially equal to an accreted principalamount of the obligation. The hypothetical issue of the debt securitymay be a hypothetical issue of a senior, nonconvertible, noncontingent,fixed rate debt security. The predetermined maturity may equal apredetermined number of years between 1 and 20. The terms of thehypothetical issue of the debt security may further include otherprovisions that are, insofar as commercially practicable for an issue ofa senior, nonconvertible, fixed-rate debt security, substantiallyidentical to those of the obligation. Notwithstanding the trading priceof par of the hypothetical issue of the debt security, the first resetyield may have at least one of an upper limit and a lower limit. Thetrading price of par of the hypothetical issue of the debt security maybe determined by a third party. The reset rate target entity may beselected from the group including, but not limited to: a) the issuer; b)an entity having a legal relationship with the issuer; and c) an entitynot having a legal relationship with the issuer.

Each of the initial time period, the initial yield, the first resetyield, and the second reset yield may equal a value selected from thegroup including, but not limited to: a) a value set by the time ofissuance of the obligation; and b) a value set after the time ofissuance of the obligation.

At least one of the initial time period, the initial yield, the firstreset yield, and the second reset yield may have at least one of anupper limit and a lower limit.

At least one of the initial time period, the initial yield, the firstreset yield, and the second reset yield may have a value which dependsupon a sliding scale. The sliding scale may be set by the time of theissuance of the obligation. The sliding scale may change over time.

The second reset yield may equal the initial yield.

The stock may be stock in the issuer. The stock may be stock in anentity having a legal relationship with the issuer. The legalrelationship may be selected from the group including, but not limitedto: a) parent company; b) subsidiary; and c) holding company. The stockmay be stock in an entity that is not legally related to the issuer. Thestock may be in an entity whose stock is publicly traded.

The obligation may be sold to a holder by an underwriter. The obligationmay be sold by the issuer to the underwriter for resale to the holder.

One embodiment of the present invention may be used in the context of apure zero-coupon security (e.g., a bond), wherein the pure zero-couponsecurity may pay a yield based on the price of a tracked stock. For thepurposes of the present application, the “yield” associated with thepure zero-coupon security may be an “accretion rate”.

Another embodiment of the present invention may be used in the contextof a security (e.g., a bond) that is not a pure zero-coupon security,wherein the security which is not a pure zero-coupon security may pay ayield based on the price of a tracked stock. For the purposes of thepresent application, the “yield” associated with the security that isnot a pure zero-coupon security may be a “cash payment yield” or acombination of a “cash payment yield” and an “accretion rate”.

For the purposes of this application, the “current” yield, accretionrate, or cash payment yield refers to a yield prevailing at a present orprospective time (as opposed to an historic yield).

In one specific example, the present invention provides for what willhereinafter be referred to as a Contingent Accretion Rate ConvertibleZero-Coupon Security (“CARZ”). In one embodiment the CARZ may be asenior unsecured obligation (hereinafter sometimes referred to in thesingular as “note” and in the plural as “notes”) which is convertibleinto shares of stock (e.g., common stock). The note may have apredetermined issue price and a nominal maturity amount, wherein thenominal maturity amount may be subject to any upward adjustment in theevent there is an interest adjustment. The nominal maturity amount mayrepresent a predetermined annual initial accretion rate and such initialaccretion rate may be in effect for a predetermined period of time afterthe issuance of the note. After the predetermined period of time haselapsed, there may be one ore more interest adjustments by which theaccretion rate may be varied according to a formula described in detailbelow. Further, the note may be repurchased, redeemed, or converted intoshares of stock under conditions described in detail below.

Of note, the obligation may have one or more “put” dates (i.e., dates atwhich a holder of the obligation may “put”, or sell, the obligation). Inaddition, the interest adjustment for the obligation may occur on a putdate for the obligation or a non-put date (i.e., any other desireddate). Further, the value of the adjusted interest may be dependent uponthe price of a stock and/or the price of a stock in combination with theprice of the obligation. For example, the value of the adjusted interestmay be dependent upon: i) the price of the stock; or ii) the price ofthe stock in combination with the price of the obligation (wherein theprice of the stock and/or the price of the obligation may be weightedrelative to one another); or iii) a ratio of the price of the stock tothe price of the obligation (wherein the price of the stock and/or theprice of the obligation may be weighted relative to one another); or iv)a ratio of the price of the obligation to the price of the stock(wherein the price of the stock and/or the price of the obligation maybe weighted relative to one another). Further still, the interest may bereset to a market rate (which may be actual or calculated) for debthaving a maturity which may correspond to one or more put dates of theobligation. Accordingly, by operating as described, the presentinvention may provide a disincentive for a holder of the obligation toexercise a put.

Further, the adjusted interest rate may have high value and/or low valuecaps. Further still, there may be multiple adjusted interest rates formultiple stock price thresholds (wherein the adjusted interest rate maymove up and/or down). Further still, there may be a formula or “slidingscale” for setting (e.g., up or down) the adjusted interest rate (e.g.,one or both of the first reset accretion rate and the second resetaccretion rate) for one or more stock price thresholds (such a “slidingscale” may comprise setting the adjusted interest rate to one or morevalues depending upon the stock price and the sliding scale may be fixedat the time of the issuance of the obligation and/or the sliding scalemay be fixed after the issuance of the obligation and/or the slidingscale may vary over time). Further still, a sliding scale may be used toset the one or more of the initial accretion rate and the initial timeperiod to one or more values (which may depend upon the stock price) andagain the sliding scale may be fixed at the time of the issuance of theobligation and/or the sliding scale may be fixed after the issuance ofthe obligation and/or the sliding scale may vary over time). Furtherstill one or more of the conversion formula, the redemption formula,and/or the re-purchase formula may operate on a sliding scale (which maydepend upon the stock price) and again the sliding scale may be fixed atthe time of the issuance of the obligation and/or the sliding scale maybe fixed after the issuance of the obligation and/or the sliding scalemay vary over time). Further, any of the above-mentioned variables whichare based on a sliding scale or formula may move up and/or down overtime (e.g., if the price of the stock goes down the yield may go upbased on a formula and if the price of the stock later goes up the yieldmay go down based on the formula (of course, the reverse may also occurand each may occur multiple times)). Further still, the sliding scale orformula may be proportional to the stock price (e.g., directlyproportional or linearly related), not proportional to the stock price(e.g., non-linearly related), and or weighted based on an increase ordecrease in stock price (e.g., weighted based upon an actual increase ordecrease in stock price or weighted based upon a percentage increase ordecrease in stock price).

Details of a specific embodiment of the CARZ structure will now bedescribed. It is noted that the details of this embodiment (hereinafterthe “general embodiment”) are provided for illustration only, and arenot intended to be restrictive. For example, the present invention may,of course, also be used in the context of a security which is not azero-coupon security, or which has attributes of both a zero-couponsecurity and a non-zero-coupon security. Further, while specificoffering details regarding the CARZ terms are disclosed with referenceto the general embodiment (e.g., issue price, nominal maturity amount,maturity date, nominal yield, redemption dates and terms, conversiondates and terms, repurchase dates and terms, interest adjustment datesand terms, etc.), it is to be understood that the present inventioncontemplates use of the CARZ structure with any other desired terms(e.g., a different issue price, a different maturity date, a differentnominal maturity amount, a different nominal yield, different redemptiondates and/or terms, different conversion dates and/or terms, differentrepurchase dates and/or terms, different interest adjustment datesand/or terms, etc.).

GENERAL EXAMPLE OF THE CARZ STRUCTURE

An Issuer may issue the notes for resale by one or more initialpurchasers (or “underwriters”) to note holders (e.g., qualifiedinstitutional buyers). The notes may be issued under an Indenture(including an original indenture and any supplemental indentures) amongthe Issuer, a Support Company, and a Trustee. The Indenture may providefor the issuance from time to time of debt securities in an unlimiteddollar amount and an unlimited number of series. Support Company mayagree to make any payments required under the notes if Issuer defaultswith respect to those payments

The notes may be unsecured obligations of Issuer and may be limited toan aggregate principal amount at maturity of approximately $5.4 billion(approximately $6.3 billion principal amount at maturity if the initialpurchasers exercise in full any option to purchase additional notes),subject to an upward adjustment in the event there is an increasedaccretion rate. The notes may mature on May 15, 2021. The notes may rankequally with all of Issuer's other unsecured and unsubordinatedindebtedness.

Issuer may issue the notes at a price to holders of approximately $551per note. Issuer may not necessarily pay cash interest on the notesunless an increased accretion rate is in effect of if Issuer elects todo so following a tax event. The maturity value of each note may exceedthe nominal value of $1000 in the event that there is an increasedaccretion rate. The issue price may represent a yield to maturity of 3%per annum (which may be computed on a semi-annual bond equivalent basis)unless the notes become subject to an increased accretion rate. Thenotes may be issued in denominations of $1000 principal amount atmaturity (and/or multiples of $1000 principal amount at maturity).

A holder may have the option to convert the holder's notes into commonstock of Support Company, which may have a par value of $0.10 per share,at a conversion rate which may be 7.9318 shares of common stock ofSupport Company per note. This may be equivalent to an initialconversion price of $69.50 per share of common stock of Support Companybased on the price to the holders of the notes. The conversion rate maybe subject to adjustments if certain events occur. Upon conversion, theholder may receive only the common stock of Support Company. If allconditions are met such that the notes may be converted by the holders,then Support Company may include the potential dilutive effect of theshares of the common stock of Support Company issueable on conversion inits diluted earnings per share calculations during the periods thoseconversion conditions are met.

Each holder may agree, for U.S. federal income tax purposes, to treatthe notes as “contingent payment debt instruments” and to be bound byIssuer's application of the Treasury regulations that govern contingentpayment debt instruments, including Issuer's determination that the rateat which interest may be deemed to accrue for federal income taxpurposes may be 7.51%, compounded semi-annually, which may be the ratecomparable to the rate at which Issuer may borrow on a noncontingent,nonconvertable borrowing with terms and conditions otherwise comparableto the notes (including the rank, term, and general market conditions).Accordingly, each holder may be required to accrue interest on aconstant yield to maturity basis at that rate, with the result that aholder may recognize taxable income significantly in excess of cashreceived while the notes are outstanding. In addition, a holder mayrecognize ordinary income upon a conversion of a note into the commonstock of Support Company equal to the excess, if any, between the valueof the stock received on the conversion and the holder's adjusted taxbasis in the note. It is noted, however, that the application of theregulations that govern contingent payment debt instruments to a holderof a note may be otherwise construed or interpreted by the InternalRevenue Service and it might be determined that, among otherdifferences, a holder should have accrued interest income at a lowerrate, should not have recognized income or gain upon the conversion, orshould not have recognized ordinary income upon a taxable disposition ofa note.

RANKING OF THE NOTES ACCORDING TO THE GENERAL EMBODIMENT

The notes may represent unsecured and unsubordinated obligations ofIssuer and may rank equally with Issuer's other unsecured andunsubordinated debt. Further, the obligations under the SupportAgreement may represent unsecured and unsubordinated obligations ofSupport Company and may rank equally with all of Support Company's otherunsecured and unsubordinated debt.

INTEREST ADJUSTMENT ACCORDING TO THE GENERAL EMBODIMENT

For the purposes of this application, a “test window” shall mean adesired number of days over which a test or comparison is performed.Beginning on May 15, 2004, if the closing sales price of the commonstock of Support Company is equal to or less than 60% of the AccretedConversion Price of the notes for any x number of trading days (e.g., 20trading days) out of the last y number of consecutive trading days(e.g., 30 trading days) ending three business days prior to such date orthree business days prior to any May 15 or November 15 thereafter, thenthe accretion rate on the notes for the semi-annual period commencing onsuch date may be subject to an increased accretion rate equal to theapplicable per annum Reset Rate in effect at that time. Any increasedaccretion rate made pursuant to the preceding sentence may remain ineffect until the May 15 or November 15 thereafter when the closing salesprice of the common stock of Support Company is not equal to or lessthan 60% of the Accreted Conversion Price of the notes for any 20trading days out of the last 30 consecutive trading days ending threebusiness days prior to such date, at which time the accretion rate mayrevert to the initial rate of 3%. The “Reset Rate” may be established bythe Reset Rate Agent as of each Reset Rate Determination Date. The“Reset Rate Determination Date” may be the date three business dayspreceding each of:

May 15, 2004, in which case the Reset Rate will be the Two-Year ResetRate;

May 15, 2006, in which case the Reset Rate will be the Five-Year ResetRate;

May 15, 2008, in which case the Reset Rate will be the Two-Year ResetRate;

Nov. 15, 2009, in which case the Reset Rate will be the One-Year ResetRate;

May 15, 2011, in which case the Reset Rate will be the Five-Year ResetRate;

May 15, 2013, in which case the Reset Rate will be the Two-Year ResetRate;

Nov. 15, 2014, in which case the Reset Rate will be the One-Year ResetRate;

May 15, 2016, in which case the Reset Rate will be the Five-Year ResetRate;

May 15, 2018, in which case the Reset Rate will be the Two-Year ResetRate; and

Nov. 15, 2019, in which case the Reset Rate will be the One-Year ResetRate.

The Reset Rate determined as of each Reset Rate Determination Date maybe equal to the rate that would, in the sole judgment of the Reset RateAgent, result in a trading price of par of a hypothetical issue ofsenior, nonconvertible, noncontingent, fixed rate debt securities of a“reset rate target entity” (including, but not limited to, one of theIssuer, the Support Company, and/or any other desired entity) with (i) afinal maturity equal to, in the case of the Five-Year Reset Rate, fiveyears; in the case of the Two-Year Reset Rate, two years; and in thecase of the One-Year Reset Rate, one year; (ii) an aggregate principalamount equal to the accreted principal amount of the notes; and (iii)covenants and other provisions that are, insofar as would be practicablefor an issue of senior, nonconvertible, fixed-rate debt securities,substantially identical to those of the notes. In no case, however, willthe Reset Rate ever be greater than an upper bound (e.g. 11%) or lessthan a lower bond (e.g. 3%). Also, if the Reset Rate Agent has notestablished the Reset Rate for the applicable semi-annual period, or ifthe Reset Rate Agent determines in its sole judgment that there is nosuitable reference rate from which the Reset Rate may be determined, theReset Rate for that period may be the Reset Rate most recentlydetermined (except if there is no Reset Rate most recently determined,in which case the Reset Rate may be a rate mutually agreed upon by theReset Rate Agent and Issuer reflecting current market conditions), suchReset Rate to remain in effect until the Reset rate Agent determinesthat there is a suitable reference rate at which time the Reset RateAgent may determine a new Reset Rate for the period ending on the nextReset Rate Determination Date. The applicable per annum Reset Rate for anote that is subject to an increased accretion rate may be determined asto any period for which such increase is applicable as follows in eachcase until a new Reset Rate is in effect:

effective May 15, 2004, the applicable per annum Reset Rate on such notewill be the Two-Year Reset Rate established on the Reset RateDetermination Date three business days preceding May 15, 2004;

effective May 15, 2006, the applicable per annum Reset Rate on such notewill be the Five-Year Reset Rate established on the Reset RateDetermination Date three business days preceding May 15, 2006;

effective May 15, 2010, the applicable per annum Reset Rate on such notewill be the One-Year Reset Rate established on the Reset RateDetermination Date three business days preceding Nov. 15, 2009;

effective May 15, 2011, the applicable per annum Reset Rate on such notewill be the Five-Year Reset Rate established on the Reset RateDetermination Date three business days preceding May 15, 2011;

effective May 15, 2015, the applicable per annum Reset Rate on such notewill be the One-Year Reset Rate established on the Reset RateDetermination Date three business days preceding Nov. 15, 2014;

effective May 15, 2016, the applicable per annum Reset Rate on such notewill be the Five-Year Reset Rate established on the Reset RateDetermination Date three business days preceding May 15, 2016;

effective May 15, 2020, the applicable per annum Reset Rate on such notewill be the One-Year Reset Rate established on the Reset RateDetermination Date three business days preceding Nov. 15, 2019.

Notwithstanding the foregoing:

if a note first becomes subject to an increased accretion rate (or firstbecomes subject to an increased accretion rate following a reversion ofthe accretion rate to 3%) on or after May 15, 2008, but not later thanNov. 15, 2009, the initial Reset Rate may be the Two-Year Reset Rateestablished on the Reset Rate Determination Date three business dayspreceding May 15, 2008 and thereafter the application Reset Rate may bedetermined in accordance with the prior sentence;

if a note first becomes subject to an increased accretion rate (or firstbecomes subject to an increased accretion rate following a reversion ofthe accretion rate to 3%) on or after May 15, 2013, but not later thanNov. 15, 2014, the initial Reset Rate may be the Two-Year Reset Rateestablished on the Reset Rate Determination Date three business dayspreceding May 15, 2013 and thereafter the applicable Reset Rate may bedetermined in accordance with the prior sentence; and

if a note first becomes subject to an upward adjustment of accretionrate (or first becomes subject to an upward adjustment following areversion of the accretion rate to 3%) on or after May 15, 2018, but notlater than Nov. 15, 2019, the initial Reset Rate may be the Two-YearReset Rate established on the Reset Rate Determination Date threebusiness days preceding May 15, 2013 and thereafter the applicable ResetRate may be determined in accordance with the prior sentence.

If an increased accretion rate is in effect for a particular semi-annualperiod, Issuer may pay a portion of the increased accretion rate as cashinterest at an annualized rate of 0.25% (0.125% per semi-annual period)of the Applicable Principal Amount.

In the event of an increased accretion rate, Issuer may pay cashinterest on each May 15 or November 15 to holders of record on thepreceding May 1 or November 1, as the case may be. Cash interest may bedetermined on the basis of a 360-day year, consisting of twelve 30-daymonths.

In the event of an increased accretion rate, the accreted principalamount of the notes may increase at a rate greater than the initialaccretion rate, and the maturity value of the notes may exceed theirinitial maturity value of $1,000. The redemption and repurchase pricesset forth in the tables below may also increase.

The “closing sales price” of the common stock of Support Company on anydate may mean the closing per share sale price (or if no closing salesprice is reported, the average of the bid and ask prices or, if morethan one in either case, the average of the average bid and the averageasked prices) on the date as reported in composite transactions for theprincipal U.S. securities exchange on which the common stock of SupportCompany is traded or, if the common stock of Support Company is notlisted on a U.S. national or regional securities exchange, as reportedby the Nasdaq system.

In the event of an increased accretion rate, Issuer may disseminate apress release through Reuters Economic Services or Bloomberg BusinessNews (for example) containing this information or publish theinformation on its web site on the World Wide Web or through such otherpublic medium as Issuer may use at the time.

Reset Rate Agent; Determinations Conclusive

Issuer may appoint a Reset Rate Agent. For the determination of theReset Rate, the Reset Rate Agent may seek indicative reference ratesfrom three nationally recognized investment banks. The determination ofany Reset Rate may be conclusive and binding upon the Reset Rate Agent,Support Company, Issuer, the trustee and the holders of the notes, inthe absence of manifest error.

The Reset Rate Agent may be removed at any time by Issuer giving atleast sixty days' written notice to the Reset Rate Agent. The Reset RateAgent may resign at any time upon giving at least thirty days' writtennotice.

TAX EVENT ACCORDING TO THE GENERAL EMBODIMENT

Issuer may elect to pay cash interest on the notes from and after thedate a tax event (as defined below) occurs instead of accreting theprincipal amount of the notes. If that happens, the principal amount onwhich Issuer pays interest may be restated and may be equal to theaccreted principal amount as of the day of restatement. This restatedprincipal amount may be the amount due at maturity. If Issuer electsthis option, interest may be based on a 360-day year comprised of twelve30-day months. Interest may accrue from Issuer's option exercise dateand may be payable semi-annually in arrears on May 15 and November 15(each, an “Interest Payment Date”); provided in the event that Issuerexercises its option to commence paying cash interest as of a date lessthan 60 days prior to any Interest Payment Date, the first payment ofcash interest may be made on the Interest Payment Date next succeedingsuch Interest Payment Date.

The term “tax event” may mean the receipt by Issuer of an opinion of anationally recognized independent tax counsel experienced in suchmatters to the effect that, as a result of:

a) any amendment to or change (including any announced prospectivechange (which will not include a proposed change)) in the laws (orregulations thereunder) of the United States or any politicalsubdivision or taxing authority of the United States or any politicalsubdivision, provided that a tax event will not occur more than 90 daysbefore the effective date of any prospective change in such laws orregulations; or

b) any judicial decision or official administrative pronouncement,ruling, regulatory procedure, notice or announcement, including anynotice or announcement of intent to adopt such procedures or regulations(an “Administrative Action”); or

c) any amendment to or change in the administrative position orinterpretation of any Administrative Action or judicial decision thatdiffers from the theretofore generally accepted position, in each case,by any legislative body, court, governmental agency or regulatory body,irrespective of the manner in which such amendment or change is madeknown, which amendment or change is effective or such AdministrativeAction or decision is announced, in each case, on or after the date oforiginal issuance of the note;

there is more than an insubstantial risk that interest payable on thenote, including original issue discount and any interest payablepursuant to an increased accretion rate, either:

a) would not be deductible on a current accrual basis; or

b) not be deductible under any other method, in whole or in part, byIssuer for United States federal income tax purposes.

INTEREST ACCORDING TO THE GENERAL EMBODIMENT

Issuer may not necessarily pay cash interest on the notes unless anincreased accretion rate is in effect or Issuer elects to do sofollowing a tax event. Interest may be based on a 360-day year comprisedof twelve 30-day months, and may be payable semi-annually on May 15 andNovember 15. If an increased accretion rate is in effect for asemi-annual period, Issuer may pay a portion of the increased accretionrate as cash interest at the rate of 0.25% per annum (or 0.125% persemi-annual period) of the Applicable Principal Amount. Cash interestfollowing a tax event and Issuer's election to pay the interest in cashmay be paid at a rate equal to the accretion rate that would be ineffect from time to time if Issuer had not elected to pay cash.

The record date for the payment of cash interest to holders may be May 1and November 1 of each year. Issuer may be required to give notice tothe registered holders of the notes, no later than 15 days prior to eachrecord date, of the amount of cash interest to be paid as of the nextinterest payment date. Issuer may pay interest on the notes toregistered holders of the notes as of the record date.

REDEMPTION RIGHTS ACCORDING TO THE GENERAL EMBODIMENT

On or after May 15, 2006, Issuer may redeem for cash all or part of thenotes at any time, upon not less than 30 days nor more than 60 days'notice by mail to holders of the notes, for a price equal to the thenaccreted principal amount plus any accrued and unpaid cash interest tothe redemption date.

Table 1 below shows redemption prices of notes at May 15, 2006, and ateach following May 15 prior to maturity and the price at maturity on May15, 2021, assuming that neither an increased accretion rate nor a taxevent occurs. The prices reflect the accreted principal amountcalculated through each date. The redemption price of a note redeemedbetween these dates may include an additional increase in the accretedprincipal amount accrued since the immediately preceding date in theTable to the actual redemption date.

TABLE 1 Redemption Date Accrued Interest Redemption Price May 15, 2006 $88.50 $639.76 May 15, 2007 $107.84 $659.10 May 15, 2008 $127.76$679.02 May 15, 2009 $148.28 $699.54 May 15, 2010 $169.43 $720.69 May15, 2011 $191.21 $742.47 May 15, 2012 $213.65 $764.91 May 15, 2013$236.77 $788.03 May 15, 2014 $260.59 $811.85 May 15, 2015 $285.13$836.39 May 15, 2016 $310.41 $861.67 May 15, 2017 $336.45 $887.71 May15, 2018 $363.28 $914.54 May 15, 2019 $390.92 $942.18 May 15, 2020$419.40 $970.66 May 15, 2021 (Maturity) $448.74 $1,000.00 

If Issuer decides to redeem fewer than all of the outstanding notes, thetrustee may select the notes to be redeemed by lot, on a pro rata basis,or by another method the trustee considers fair and appropriate.

If the trustee selects a portion of a holder's notes for partialredemption and the holder converts a portion of the same notes, theconverted portion may be deemed to be from the portion selected forredemption. Each note may be redeemed in whole.

CONVERSION RIGHTS ACCORDING TO THE GENERAL EMBODIMENT

Subject to the conditions described below, holders may convert theirnotes into shares of the common stock of Support Company at a conversionratio of 7.9318 shares of the common stock of Support Company per $1,000principal amount at maturity of notes (equivalent to an initialconversion price of $69.50 per share of the common stock of SupportCompany). The conversion ratio and the equivalent conversion price of anote in effect at any given time may be referred to as the applicableconversion ratio and the Accreted Conversion Price, respectively, andmay be subject to adjustment as described below. If a note has beencalled for redemption, the holder may be entitled to convert the notefrom the date of notice of the redemption until the close of business onthe business day immediately preceding the date of redemption. A holdermay convert fewer than all of such holder's notes so long as the notesconverted are an integral multiple of $1,000 principal amount atmaturity, subject to an upward adjustment in the event there is anincreased accretion rate.

Holders may surrender their notes for conversion into the common stockof Support Company prior to maturity if any of the following conditionsis satisfied:

(1) during any quarterly conversion period, if the closing sales priceof the common stock of Support Company for a least 20 trading days inthe 30 consecutive trading days ending on the first day of the quarterlyconversion period is more than the Applicable Percentage of the AccretedConversion Price on the first day of such quarterly conversion period. Aquarterly conversion period may be the period from and including the12^(th) trading day in a fiscal quarter of Support Company to but notincluding the 12^(th) trading day in the immediately following fiscalquarter of Support Company;

(2) during the five business day period following the ten business daysafter any nine consecutive trading day period in which the trading pricefor a note for each day of such period was less than 95% of the productof the closing sales price of the common stock of Support Companymultiplied by the number of shares into which such note is convertiblefor that period (the “95% Trading Exception”); provided however, that ifat the time of conversion pursuant the 95% Trading Exception the closingsales price of the common stock of Support Company is greater than 100%of the Accreted Conversion Price but equal to or less than theApplicable Percentage of the Accreted Conversion Price, then the holdersmay receive, in lieu of the common stock of Support Company based on theapplicable conversion rate, cash or the common stock of Support Companyor a combination of both, at Issuer's option, with a value equal to theaccreted principal amount of the notes on the conversion date (“AccretedValue Conversion”). If there is an Accreted Value Conversion, Issuer maychoose to pay the accreted principal amount in cash or the common stockof Support Company or a combination of both at Issuer's option. In theevent Issuer chooses to pay in the common stock of Support Company or acombination of cash and the common stock of Support Company, the commonstock of Support Company may be valued at the closing sales price forthe five trading days ending on the third trading day prior to the dateof conversion. If Issuer elects to pay all or a portion of the accretedprincipal amount upon a Accreted Value Conversion in the common stock ofSupport Company, Issuer may be required to notify holders not less thannine trading days prior to the beginning of the five business day periodin which holders can convert pursuant to an Accreted Value Conversion;

(3) if the notes have been called for redemption; or

(4) upon the occurrence of specified corporate transactions describedunder “Conversion Upon Specified Corporate Transactions.”

Conversation Upon Satisfaction of Market Price Condition

During any quarterly conversion period if the closing sales price of thecommon stock of Support Company for at least 20 trading days in the 30consecutive trading days ending on the first day of such quarterlyconversion period is more than the Applicable Percentage of the AccretedConversion Price on the first day of such conversion period, thenholders may surrender their notes for conversion into the common stockof Support Company prior to maturity. A quarterly conversion period maybe the period from and including the 12^(th) trading day in a fiscalquarter of Support Company to but not including the 12^(th) trading dayin the immediately following fiscal quarter of Support Company.

The conversion agent, which may initially be Trustee, may, on Issuer'sbehalf determine if the notes are convertible and notify Issuer and thetrustee.

Conversion Upon Satisfaction of Trading Price Condition

During the five business day period following the ten business daysafter any nine consecutive trading day period in which the trading pricefor a note for each day of such period was less than 95% of the productof the closing sales price of the common stock of Support Companymultiplied by the number of shares into which such note is convertiblefor the period, then holders may surrender their notes for conversioninto the common stock of Support Company prior to maturity; providedhowever, that if at the time of conversion pursuant the 95% TradingException the closing sales price of the common stock of Support Companyis greater than 100% of the Accreted Conversion Price but equal to orless than the Applicable Percentage of the Accreted Conversion Price,then the holders may receive, in lieu of the common stock of SupportCompany based on the applicable conversion rate, cash or the commonstock of Support Company or a combination of both, at Issuer's option,with a value equal to the accreted principal amount of the notes on theconversion date. If there is an Accreted Value Conversion, Issuer maychoose to pay the accreted principal amount in cash or the common stockof Support Company or a combination of both at Issuer's option. In theevent Issuer chooses to pay in the common stock of Support Company or acombination of cash and the common stock of Support Company, the commonstock of Support Company may be valued at the closing sales price forthe five trading days ending on the third trading day prior to the dateof conversion. If Issuer elects to pay all or a portion of the accretedprincipal amount upon a Accreted Value Conversion in the common stock ofSupport Company, Issuer may be required to notify holders not less thannine trading days prior to the beginning of the five business day periodin which holders can convert pursuant to an Accreted Value Conversion.The “trading price” of the notes on any date of determination may meanthe average of the secondary market bid quotations per note obtained bythe conversion agent for $10,000,000 principal amount at maturity of thenotes at approximately 3:30 p.m., New York City time, on suchdetermination date from three independent nationally recognizedsecurities dealers Issuer selects, provided that if at least three suchbids cannot reasonably be obtained by the conversion agent, but two suchbids are obtained, then the average of the two bids may be used, and ifonly one such bide can reasonably be obtained by the conversion agent,this one bide may be used. If the conversion agent cannot reasonablyobtain at least one bid for $10,000,000 principal amount at maturity ofthe notes from a nationally recognized securities dealer or in Issuer'sreasonable judgment, the bid quotations are not indicative of thesecondary market value of the notes, then the trading price of the notesmay be deemed to equal (a) the then-applicable conversion rate of thenotes multiplied by (b) the closing price on the New York Stock Exchangeof the common stock of Support Company on such determination date. Theconversion agent may not necessarily have an obligation to determine thetrading prices of the notes unless requested by Issuer; and Issuer maynot necessarily have an obligation to make such request unless a holderof notes provides Issuer with reasonable evidence that the trading priceof the notes would be less then 95% of the product of the closing salesprice of the common stock of Support Company and the number of sharesinto which the notes are convertible; at which time, Issuer may instructthe conversion agent to determine the trading price of the notesbeginning on the next trading day and on each successive trading dayuntil the trading price is greater than or equal to 95% of the productof the closing sales price of the common stock of Support Company andthe number of shares into which the notes are convertible.

Conversion Upon Notice of Redemption

A holder may surrender for conversion any of the notes called forredemption at any time following receipt of a notice of redemption untilthe close of business one business day prior to the redemption date,even if the notes are not otherwise convertible at such time. If aholder has already delivered a purchase notice or a Change in Controlpurchase notice with respect to a note, however, the holder may notnecessarily be able to surrender the note for conversion until theholder has withdrawn the notice in accordance with the Indenture.

Conversion Upon Specified Corporate Transactions

Even if the market price condition described above has not occurred, ifSupport Company elects to:

(1) distribute to all holders of the common stock of Support Companycertain rights entitling them to purchase, for a period expiring within60 days, the common stock of Support Company at less than the quotedprice at the time, or

(2) distribute to all holders of the common stock of Support Company,Support Company' assets, debt securities or certain rights to purchaseits securities, which distribution has a per share value exceeding 15%of the closing price of the common stock of Support Company on the daypreceding the declaration date for such distribution.

Issuer may be required to notify the holders of notes at least 20 daysprior to the ex-dividend date for such distribution. Once Issuer hasgiven such notice, holders may surrender their notes for conversion atany time until the earlier of close of business on the business dayprior to the ex-dividend date or Issuer's announcement that suchdistribution will not take place. No adjustment to the ability of aholder to convert may necessarily be made if the holder will otherwiseparticipate in the distribution without conversion.

In addition, if Support Company is a party to a consolidation, merger orbinding share exchange pursuant to which the common stock of SupportCompany would be converted into cash, securities or other property, aholder may surrender notes for conversion at any time from and after thedate which is 15 days prior to the anticipated effective date of thetransaction until 15 days after the actual date of such transaction. IfSupport Company is a party to a consolidation, merger or binding shareexchange pursuant to which the common stock of Support Company isconverted into cash, securities or other property, then at the effectivetime of the transaction, the right to convert a note into SupportCompany common stock may be changed into a right to convert it into thekind and amount of cash, securities and other property which the holderwould have received if the holder had converted its notes immediatelyprior to the transaction. If the transaction also constitutes a Changein Control, the holder may require Issuer to purchase all or a portionof the holder's notes (as described under “Change in Control.”).

Additional Conversion Information

The conversion rate may be 7.9318 shares of common stock of SupportCompany for each note. This may be equivalent to an initial conversionprice of $69.50 per share of common stock of Support Company based onthe issue price of the notes. Holders may not necessarily receive anycash payment representing any accrued interest upon conversion of anote, except any accrued and unpaid cash interest which is payable as aresult of an increased accretion rate. Additionally, holders may notnecessarily receive fractional shares upon conversion of the notes.Instead, upon conversion Issuer may deliver to the holders a fixednumber of shares of common stock and any cash payment to account forfractional shares. The cash payment for fractional shares may be basedon the closing price of common stock of Support Company on the tradingday immediately prior to the conversion date. Delivery of the commonstock of Support Company may be deemed to satisfy Issuer's obligation topay the principal amount of the notes, including accrued cash interest.Accrued cash interest may be deemed paid in full rather than canceled,extinguished or forfeited. Issuer may not necessarily adjust theconversion ratio to account for the accrued cash interest.

If a holder wishes to exercise the holder's conversion right, the holdermay be required to deliver an irrevocable conversion notice, together,if notes in definitive form have been issued, with the definitivesecurity, to the conversion agent who may, on the holder's behalf,convert the notes into the common stock of Support Company. The holdermay obtain copies of the required form of the conversion notice from theconversion agent.

Upon a conversion, based on Issuer's treatment of the notes for U.S.federal income tax purposes, a holder may be required to recognizedordinary income upon a conversion of a note into the common stock ofSupport Company equal to the excess, if any, between the value of thestock received on the conversion and the holder's adjusted tax basis inthe note.

If a holder submits a note for conversion after Issuer has elected toexercise Issuer's option to pay cash payment pursuant to an interestadjustment, between a record date and the opening of business on thenext Interest Payment Date (except for notes or portions of notes calledfor redemption on a redemption date occurring during the period from theclose of business on a record date and ending on the opening of businesson the first business day after the next Interest Payment Date, or ifthis Interest Payment Date is not a business day, the second businessday after the Interest Payment Date), the holder may be required to payIssuer an amount equal to the interest payable on the convertedprincipal amount.

Adjustments to Conversion Rate

The conversion rate may be subject to adjustment upon the followingevents:

(a) the payment of dividends and other distributions to all holders ofthe common stock of Support Company on the common stock of SupportCompany payable exclusively in the common stock of Support Company;

(b) the issuance to all holders of the common stock of Support Companyof rights or warrants that allow the holders to purchase the commonstock of Support Company at less than the current market price; providedthat no adjustment will be made if holders of the notes may participatein the transaction on a basis and which notice that Support Company'board of directors determines to be fair and appropriate or in someother cases;

(c) subdivisions or combinations of the common stock of Support Company;

(d) the payment of dividends and other distributions to all holders ofthe common stock of Support Company consisting of evidences of SupportCompany' indebtedness, securities, capital stock or assets, except fordividends and other distributions paid in cash and those rights orwarrants referred to in the next paragraph relating to stockholdersrights plans, provided that no adjustment will be made if all holders ofthe notes may participate in the transactions;

(e) the payment to holders of the common stock of Support Company inrespect of a tender or exchange offer, other than an odd-lot offer, bySupport Company or any of its subsidiaries for the common stock ofSupport Company to the extent that the offer involves aggregateconsideration that, together with (1) any cash and the fair market valueof any other consideration payable in respect of any tender offer bySupport Company or any of its subsidiaries for shares of the commonstock of Support Company consummated within the preceding 12 months nottriggering a conversion price adjustment and (2) all-cash distributionsto all or substantially all stockholders made within the preceding 12months not triggering a conversion price adjustment, exceeds an amountequal to 15% of the market capitalization of the common stock of SupportCompany on the expiration date of the tender offer; or

(f) the distribution to all or substantially all stockholders ofall-cash distributions in an aggregate amount that, together with (1)any cash and the fair market value of any other consideration payable inrespect of any tender offer by Support Company or any of itssubsidiaries for shares of the common stock of Support Companyconsummated within the preceding 12 months not triggering a conversionprice adjustment and (2) all other all-cash distributions to all orsubstantially all stockholder made within the preceding 12 months nottriggering a conversion price adjustment, exceeds an amount equal to 15%of the market capitalization of the common stock of Support Company onthe business day immediately preceding the day on which Support Companydeclares the distribution.

If Support Company were to adopt a stockholders rights plan under whichit issued rights providing that each share of the common stock ofSupport Company issued upon conversion of the notes at any time prior tothe distribution of separate certificates representing the rights willbe entitled to receive the rights, there may not necessarily be anyadjustment to the conversion rate as a result of:

(1) the issuance of the rights;

(2) the distribution of separate certificates representing the rights;

(3) the exercise of redemption of the rights in accordance with anyrights agreement; or

(4) the termination of invalidation of the rights.

Issuer may increase the conversion rate as a permitted by law for atleast 20 days, so long as the increase is irrevocable during the period.No adjustment in the Accreted Conversion Price may necessarily berequired unless the adjustment would require an increase or decrease ofat least 1% of the Accreted Conversion Price. If the Adjustment is notmade because the adjustment does not change the Accreted ConversionPrice by more than 1%, then the adjustment that is not made may becarried forward and taken into account in any future adjustment. Exceptas specifically described above, the Accreted Conversion Price may notnecessarily be subject to adjustment in the case of the issuance of anyof the common stock of Support Company, or securities convertible intoor exchangeable for the common stock of Support Company.

Repurchase Right According to the General Embodiment

Each holder may have the right to require Issuer to repurchase the noteson May 15, 2004, May 15, 2006, May 15, 2011 and May 15, 2016. Issuer maybe required to repurchase any outstanding notes for which a holderdelivers a written purchase notice to the paying agent. This notice maybe required to be delivered during the period beginning at any time fromthe opening of business on the date that is 20 business days prior tothe relevant repurchase date until one business day prior to therelevant repurchase date. Under the terms of the Indenture, Issuer mayhave the right to pay the repurchase price of the notes at any timeduring the five business days following the repurchase date. If thepurchase notice is given and withdrawn during the period, Issuer may notnecessarily be obligated to repurchase the related notes. Issuer'srepurchase obligation may be subject to some additional conditions.Also, Issuer's ability to satisfy its repurchase obligations may beaffected by various factors. Issuer may not have the ability to raisefunds necessary to repurchase the notes following a Change in Control orat the option of the holder.

The repurchase price payable may be equal to the accreted principalamount plus accrued and unpaid cash interest through the repurchasedate. The repurchase prices of a note (assuming that an increase in theaccretion rate does not occur) as of each of the repurchase dates maybe:

$602.77 per note on May 15, 2004;

$639.76 per note on May 15, 2006;

$742.47 per note on May 15, 2011; and

$861.67 per note on May 15, 2016.

Issuer may choose to pay the repurchase price in cash or the commonstock of Support Company, or a combination of both.

If Issuer has previously exercised its option to pay cash interestinstead of accreting the principal amount of the notes following a taxevent, the repurchase price may be equal to the restated principalamount plus accrued and unpaid interest through the repurchase date.

If Issuer chooses to pay the repurchase price in whole or in part in thecommon stock of Support Company or a combination of cash and the commonstock of Support Company, Issuer may be required to give notice on adate not less than 20 business days prior to each repurchase date to allholders at their addresses shown in the register or the registrar, andto beneficial owners as required by applicable law (i.e. if no notice isgiven, Issuer may be required to pay the repurchase price with cash),stating among other things:

(1) whether Issuer will pay the repurchase price of the notes in thecommon stock of Support Company, or any combination of cash and thecommon stock of Support Company, specifying the percentages of each;

(2) the method of calculating the price of the common stock of SupportCompany; and

(3) the procedures that holders must follow to require Issuer torepurchase the holder's notes.

Simultaneously with Issuer's notice of repurchase, Issuer maydisseminate a press release through Reuters Economic Services orBloomberg Business News (for example) containing this information orpublish the information on its web site on the World Wide Web or thoughsuch other public medium as Issuer may use at that time.

A holder's notice electing to require Issuer to repurchase the holder'snotes may be required to state:

(1) if certificated notes have been issued, the notes' certificatenumbers, or if not certificated, the holder's notice must comply withappropriate DTC procedures;

(2) the portion of the principal amount at maturity of the notes to berepurchased, in multiples of $1,000;

(3) that the notes are to be repurchased by Issuer pursuant to theapplicable provisions of the notes; and

(4) in the event Issuer elects, pursuant to the notice that it isrequired to give, to pay the repurchase price in shares of the commonstock of Support Company, in whole or in part, but the repurchase priceis ultimately to be paid to the holder entirely in cash because any ofthe conditions specified in the Indenture to payment of the repurchaseprice or portion of the repurchase price in shares of the common stockof Support Company is not satisfied prior to the close of business onthe last day prior to the repurchase date, as described below, whetherthe holder elects;

(a) to withdraw the repurchase notice as to some or all of the notes towhich it relates, or

(b) to receive cash in respect to the entire repurchase price for allnotes or portions of notes subject to the purchase notice.

If the holder fails to indicate the holder's choice with respect to theelection described in the bullet point (4) above, the holder may bedeemed to have elected to receive cash in respect of the entirerepurchase price for all notes subject to the repurchase notice in thesecircumstances.

A holder may withdraw any purchase notice by a written notice ofwithdrawal delivered to the paying agent prior to the close of businessone business day prior to the repurchase date. The notice of withdrawalmay be required to state:

(1) the principal amount at maturity of the withdrawn notes;

(2) if certificated notes have been issued the certificate numbers ofthe withdrawn notes, or if not certificated, the holder's notice mustcomply with appropriate DTC procedures; and

(3) the principal amount at maturity, if any, which remains subject tothe purchase notice.

If Issuer elects to pay the repurchase price, in whole or in part, inshares of the common stock of Support Company, the number of shares tobe delivered by Issuer may be equal to the portion of the repurchaseprice to be paid in the common stock of Support Company divided by themarket price (as defined herein) of one share of the common stock ofSupport Company as determined by Issuer in its purchase notice. The cashpayment for fractional shares may be based on the closing price ofcommon stock of Support Company on the trading day immediately prior tothe repurchase date.

The “market price” may mean the average of the closing sales price ofthe common stock of Support Company for the five trading day periodending on the third business day prior to the applicable purchase date(if the third business day prior to the applicable repurchase date is atrading day, or if not, then on the last trading day prior to the thirdbusiness day), appropriately adjusted to take into account theoccurrence, during the period commencing on the first of the tradingdays during the five trading day period and ending on the repurchasedate, of some events that would result in an adjustment of theconversion rate with respect to the common stock of Support Company.

Because the market price of the common stock of Support Company may bedetermined prior to the applicable repurchase date, holders of notes maybear the market risk with respect to the value of the common stock ofSupport Company to be received from the date the market price isdetermined to the repurchase date. Issuer may pay the repurchase priceor any portion of the repurchase price in shares of common stock ofSupport Company only if the information necessary to calculate themarket price is published in a daily newspaper of national circulationor other widely disseminated public source.

Upon determination of the actual number of shares of common stock ofSupport Company to be paid upon repurchase of the notes, Issuer maydisseminate a press release through Reuters Economic Services orBloomberg Business News (for example) containing this information orpublish the information on its web site on the World Wide Web or throughsuch other public medium as it may use at that time.

A holder may be required to either effect book-entry transfer or deliverthe notes, together with necessary endorsements, to the office of thepaying agent after delivery of the repurchase notice to receive paymentof the repurchase price. A holder may receive payment of the repurchaseprice no later than five business days after the repurchase date.

CHANGE IN CONTROL ACCORDING TO THE GENERAL EMBODIMENT

If a Change in Control as defined below occurs, a holder of the notesmay have the right, at its option, to require Issuer to repurchase allof the holder's notes not previously called for redemption, or anyportion of the principal amount thereof, that is equal to $1,000 or anintegral multiple of $1,000. The price Issuer may be required to pay mayequal the accreted principal amount plus any accrued and unpaid cashinterest.

Within 30 days after the occurrence of a Change in Control, Issuer maybe obligated to give to the holders of the notes notice of the Change inControl and of the repurchase right arising as a result of the Change inControl. Issuer may also be required to deliver a copy of this notice tothe trustee. To exercise the repurchase right, a holder of the notes maybe required to deliver on or before the 30^(th) day after the date ofIssuer's notice irrevocable written notice to the trustee of theholder's exercise of its repurchase right, together with the notes withrespect to which the right is being exercised. Issuer may be required torepurchase the notes on the date that is 45 days after the date of itsnotice.

A Change in Control may be deemed to have occurred at the time after thenotes are originally issued that any of the following occurs:

(1) any person, including any syndicate or group deemed to be a “person”under Section 13(d)(3) of the Exchange Act, acquires beneficialownership, directly or indirectly, through a purchase, merger or otheracquisition transaction or series of transactions, of the common stockof Support Company entitling the person to exercise 50% or more of thetotal voting power of all common stock of Support Company that isentitled to vote generally in elections of directors, other than anacquisition by Support Company, any of its subsidiaries or any of itsemployee benefit plans; or

(2) Support Company merges or consolidates with or into any otherperson, any merger of another person into Support Company, or SupportCompany conveys, sells, transfers or leases all or substantially all ofits assets to another person, other than any transaction:

(a) that does not result in any reclassification, conversion, exchangeor cancellation of outstanding common stock of Support Company;

(b) pursuant to which the holders of the common stock of Support Companyimmediately prior to the transaction have the entitlement to exercise,directly or indirectly, 50% or more of the total voting power of all thecommon stock of Support Company entitled to vote generally in theelection of directors of the continuing or surviving corporationimmediately after the transaction; or

(c) which is effected solely to change the jurisdiction of incorporationof Support Company and results in a reclassification, conversion orexchange of outstanding shares of the common stock of Support Companysolely into the common stock of the surviving corporation.

However, a Change in Control may not necessarily be deemed to haveoccurred if either:

(A) the closing sales price per share of the common stock of SupportCompany for any five trading days within the period of 10 consecutivetrading days ending immediately after the later of the Change in Controlor the public announcement of the Change in Control, in the case of aChange in Control relating to an acquisition of capital stock, or theperiod of 10 consecutive trading days ending immediately before theChange in Control, in the case of Change in Control relating to amerger, consolidation or asset sale, equals or exceeds 105% of theAccreted Conversion Price of the notes in effect on each of thosetrading days or (B) all of the consideration in a merger orconsolidation otherwise constituting a Change in Control under clause(1) and/or clause (2) above, other than cash payments not to exceed 5%of the total value of such merger or consolidation (excluding cashpayments for fractional shares and cash payments made pursuant todissenters' appraisal rights), consists of shares of common stock tradedon a national securities exchange or quoted on the Nasdaq NationalMarket (or will be traded or quoted immediately following the merger orconsolidation) and as a result of a merger or consolidation the notesbecome convertible into such common stock of the surviving corporation.

For purposes of these provisions:

(a) the conversion price may be equal to the accreted principal amountdivided by the applicable conversion rate;

whether a person is a “beneficial owner” may be determined in accordancewith Rule 13d-3 under the Exchange Act; and

“person” may include any syndicate or group that would be deemed to be a“person” under Section 13(d)(3) of the Exchange Act.

The foregoing provisions would not necessarily provide a holder of noteswith protection if Support Company is involved in a highly leveraged orother transaction that may adversely affect the holders.

If a Change in Control were to occur, Issuer may not have sufficientfinds available in the time period specified to repurchase the notesupon a Change in Control. In addition, Support Company may have, and mayin the future incur, other indebtedness with similar change in controlprovisions permitting its holders to accelerate or to require Issuer torepurchase its indebtedness upon the occurrence of similar events or onsome specified dates. If Issuer fails to repurchase the notes whenrequired following a Change in Control, it may be in default under theIndenture.

RESTRICTIONS ON ISSUER ACCORDING TO THE GENERAL EMBODIMENT

Lien on Assets

If Issuer mortgages, pledges or otherwise subjects to any lien the wholeor any part of any property or assets which it now owns or acquires inthe future, then Issuer may secure the notes and any other of itsobligations which may then be outstanding and entitled to the benefitsof a covenant similar in effect to this covenant to the same extent andin the same proportion as the debt or other obligation that is securedby that mortgage, pledge or other lien. The notes may remain secured forthe same period as the other debt remains secured. Exceptions to thisrequirement may include the following:

(1) purchase-money mortgages or liens;

(2) liens on any property or asset that existed at the time when Issueracquired that property or asset;

(3) any deposit or pledge to secure public or statutory obligations;

(4) any deposit or pledge with any governmental agency required toqualify Issuer to conduct its business, or any part of its business, orto entitle Issuer to maintain self-insurance or to obtain the benefitsof any law relating to workmen's compensation, unemployment insurance,old age pensions or other social security;

(5) any deposit or pledge with any court, board, commission orgovernmental agency as security related to the proper conduct of anyproceeding before it; or

(6) any mortgage, pledge or lien on any property or asset of any ofIssuer's affiliates, including, without limitation, Support Company,even if the affiliate may have acquired that property or asset fromIssuer.

Limitation on Merger, Consolidation and Sales of Assets

Neither Issuer nor Support Company may consolidate with or merge intoany other entity or convey, transfer or lease substantially all of itsproperties and assets to any person, and neither Issuer nor SupportCompany may permit any person to consolidate with or merge into it orconvey, transfer or lease substantially all of its properties and assetsto it, unless:

(1) in case Issuer or Support Company consolidates or merges intoanother person or conveys, transfers or leases substantially all of itsproperties and assets to another person, the successor assumes bysupplemental indenture the obligations of its predecessor;

(2) after giving effect to the transaction, there is no default underthe Indenture; and

(3) if, as a result of any consolidation or merger or conveyance,transfer or lease described in this covenant, properties or assets ofIssuer would become subject to any lien which would not be permitted bythe asset lien restriction described above without equally and ratablysecuring the notes as described above, Issuer or such successor person,as the case may be, will take the steps as are necessary effectively tosecure the notes equally and ratably with, or prior to, all indebtednesssecured by those liens as described above.

In case Issuer or Support Company consolidates or merges into anotherperson or conveys, transfers or leases substantially all of itsproperties and assets to another person, that person may be Issuer's orSupport Company' successor, and Issuer may be relieved of allobligations under the notes and the Indenture and/or Support Company maybe relieved of all obligations under the support agreement and theIndenture, as the case may be.

EVENTS OF DEFAULT ACCORDING TO THE GENERAL EMBODIMENT

An “event of default” regarding the notes may be any one of thefollowing events:

(1) failure to pay interest on a note for 90 days after payment is due;

(2) failure to pay principal or any premium on any note when due whetherat maturity, when called for redemption, when required to be repurchasedby holders of the notes or otherwise;

(3) failure to perform, or breach of, any covenant or warranty in thenotes or in the Indenture and applicable to the notes for 90 days afternotice to Issuer and Support Company by the trustee or by holders of atleast 25% in principal amount of the outstanding notes; and

(4) certain events of bankruptcy, insolvency and reorganization ofIssuer or Support Company.

If an event of default applicable to the notes occurs and is continuing,either the trustee or the holders of at least 25% in principal amount ofthe outstanding notes may declare the principal of all the notes,together with any accrued interest on the notes, to be immediately dueand payable by notice in writing to Issuer and Support Company. If it isthe holders of notes who give notice of that declaration of accelerationto Issuer and Support Company, then they may also be required to givenotice to the trustee.

In order for holders of notes to initiate proceedings for a remedy underthe Indenture, holders of at least 25% in principal amount of theoutstanding notes may first be required to give notice to Issuer andSupport Company as provided above, may be required to request that thetrustee initiate a proceeding in its own name and may be required tooffer the trustee a reasonable indemnity against costs and liabilities.If the trustee still refuses for 60 days to initiate the proceeding, andno inconsistent direction has been given to the trustee by holders of amajority of the outstanding notes, the holders may initiate a proceedingas long as they do not adversely affect the rights of any other holders.

The holders of a majority in principal amount of the outstanding notesmay be required to rescind a declaration of acceleration relating tothat series if Issuer or Support Company has paid or deposited with thetrustee a sum sufficient to pay the amounts set forth in the applicableprovisions of the Indenture and all events of default, besides thefailure to pay principal due solely because of the declaration ofacceleration, have been cured or waived.

If Issuer defaults on the payment of any installment of interest withrespect to the notes and fails to cure the default within 90 days, or ifIssuer defaults on the payment of principal with respect to the noteswhen it becomes due, then the trustee may require Issuer to pay allamounts due to the trustee with respect to the notes, with interest onthe overdue principal, interest or any premium payments, in addition tothe expenses of collection.

Notices

The trustee may be required to give notice to holders of the notes of adefault, which remains uncured or has not been waived, that is known tothe trustee within 90 days after the default has occurred. In the eventof a default described in the third bullet point under “Events ofDefault,” the trustee may not necessarily be required to give notice tothe holders of notes until at least 60 days after the occurrence of suchdefault. The trustee may withhold the notice if and so long as the boardof directors, the executive committee or a trust committee of directorsand/or responsible officers of the trustee in good faith determine thatthe withholding of notice is in the interest of the holders, except thatthe trustee may not necessarily be permitted to withhold the notice inthe case of a default in the payment of principal, interest or anypremium on any of the notes.

Waiver

The holders of a majority in principal amount of the outstanding notesmay waive any past default or event of default except a default in thepayment of principal interest or premium on the notes or a defaultrelating to a covenant or provision that cannot be modified or amendedwithout the consent of each affected holder.

RIGHTS AND DUTIES OF TRUSTEE ACCORDING TO THE GENERAL EMBODIMENT

The holders of a majority in principal amount of outstanding notes maydirect the time, method and place of conducting any proceeding for anyremedy available to the trustee with respect to the notes or exercisingany trust or other power conferred on the trustee with respect to thenotes. The trustee may decline to follow that direction if it wouldinvolve the trustee in personal liability or would be illegal. During adefault, the trustee may be required to exercise the standard of careand skill that a prudent man would exercise under the circumstances inthe conduct of his own affairs. The trustee may not necessarily beobligated to exercise any of its right or powers under the Indenture atthe request or direction of any of the holders of notes unless thoseholders have offered to the trustee reasonable security or indemnity.

The trustee may be entitled, in the absence of bad faith on its part, torely on an officer's certificate of Issuer or Support Company beforetaking action under the Indenture.

SUPPLEMENTAL INDENTURES ACCORDING TO THE GENERAL EMBODIMENT

Supplemental Indentures Requiring Consent of Holders

Issuer may, without the consent of any holder of the notes, enter intosupplemental indentures for other specified purposes, including to cureany ambiguity or inconsistency in the Indenture or in the notes or makeany other provisions with respect to matters or questions arising underthe Indenture or the support agreement, as long as the interest of theholders of the notes are not adversely affected in any material respect.

Supplemental Indentures Requiring Consent of Holders

With the consent of the holders of more than a majority in principalamount of the outstanding notes, the Indenture may permit Issuer,Support Company and/or the trustee to supplement or modify in any waythe terms of the Indenture with respect to that series or the rights ofthe holders of the notes. However, without the consent of each holder ofthe notes, Issuer, Support Company and the trustee may not necessarilybe permitted to:

(1) reduce the principal of or premium on or change the stated finalmaturity of any note;

(2) reduce the rate of or change the time for payment of interest in anynote;

(3) reduce or alter the method of computation of any amount payable uponredemption, repayment or repurchase of any note by Issuer (or the timewhen the redemption, repayment or purchase may be made);

(4) make the principal or interest on any note payable in a currencyother than that stated in the note or change the place of payment;

(5) impair the right of any holder of notes to sue for payment of theprincipal, interest or premium on a note that would be due and payableat the maturity of that note or upon redemption;

(6) modify any provisions of the support agreement or share contributionagreement except as described under “Supplemental indentures notrequiring consent of holders” above; or

(7) reduce the percentage of principal amount of the outstanding notesrequired to supplement the Indenture or to waive any of its provisions.

DESCRIPTION OF SUPPORT AGREEMENT ACCORDING TO THE GENERAL

Under a support agreement support company may agree to: NDER A SUPPORTAGREEMENT SUPPORT COMPANY MAY AGREE TO:

(1) own directly or indirectly all of Issuer's voting capital stockissued and outstanding at any time;

(2) make sure that Issuer maintains at all times a positive tangible networth, as determined in accordance with generally accepted accountingprinciples;

(3) provide Issuer with any funds it needs to make any timely payment ofprincipal, interest, or any premium on the notes, if it cannot obtainfunds from other sources on commercially reasonable terms.

Issuer and Support Company may not necessarily be permitted to terminatethe support agreement until all of the debt supported by the supportagreement (including the notes) has been paid in full. Issuer andSupport Company may not necessarily be permitted to amend the supportagreement in any way that adversely affects a holder's rights unless theholder consents in writing.

If Issuer fails or refuses to take timely action to enforce Issuer'srights under the support agreement or if Issuer defaults in the timelypayment of principal, interest or any premium, a holder may have theright to proceed directly against Support Company to enforce the rightsunder the support agreement or to obtain payment of the defaultedprincipal, interest or premium owed to the holder. The holder may haveno recourse under the terms of the support agreement to or against thestock or assets of any operating company which may from time to time beowned directly or indirectly by Support Company. Except for theexclusion this stock and assets from recourse, Support Company'obligations under the support agreement may rank equally with its otherunsecured and unsubordinated debt.

Support Company may be holding company, and therefore, its right and theright of its creditors (including the holders of the notes), to realizeupon the assets of any subsidiary of Support Company, whether followingany liquidation or reorganization of that subsidiary, or otherwise, maybe subject to prior claims of creditors of each such subsidiary, exceptto the extent that claims of Support Company itself as a creditor of asubsidiary may be recognized.

DESCRIPTION OF SHARE CONTRIBUTION AGREEMENT ACCORDING TO THE GENERALEMBODIMENT

Under a share contribution agreement which Support Company may enterinto in connection with the issuance of the notes, Support Company mayagree to provide Issuer with any shares of the common stock of SupportCompany necessary to satisfy the conversion requirements under the notes(referred to as the share contribution agreement).

Issuer and Support Company may not necessarily be permitted to terminatethe share contribution agreement until all of the notes have been paidin full. Issuer and Support Company may not necessarily be permitted toamend the share contribution agreement in any way that adversely affectsa holder's rights unless the holder consents in writing.

If Issuer fails or refuses to take timely action to enforce Issuer'srights under the share contribution agreement or if Issuer defaults inthe timely delivery of the common stock of Support Company uponconversion of the notes into the common stock of Support Company, aholder may have the right to proceed directly against Support Company toenforce the rights under the share contribution agreement in order toconvert the notes into the common stock of Support Company.

CONCERNING THE TRUSTEE ACCORDING TO THE GENERAL EMBODIMENT

Trustee may be the trustee, registrar, paying agent and conversionagent.

Issuer, Support Company and their affiliates may maintain bankingrelationships in the ordinary course of business with the trustee. Thetrustee may also serve as trustee or paying agent for various debtissues by Issuer and other affiliates of Support Company.

REGISTRATION RIGHTS ACCORDING TO THE GENERAL EMBODIMENT

Issuer may enter into a registration rights agreement with the initialpurchasers (the “Registration Rights Agreement”). In the RegistrationRights Agreement Issuer may agree, for the benefit of the holders of thenotes and the common stock of Support Company issuable upon conversionof the notes until the date the notes and shares have been eitherregistered under the Securities Act or distributed to the publicpursuant to Rule 144 under the Securities Act or sold under Rule 144(k)under the Securities Act (together, the “Registrable Securities”) thatIssuer will, at its expense:

(a) file with the SEC not later than the date 90 days after the earliestdate of original issuance of any of the notes, a shelf registrationstatement on an appropriate form as Issuer deems appropriate coveringthe offer and sale by holders of all Registrable Securities;

(b) use Issuer's reasonable best efforts to keep the shelf registrationstatement effective until the earliest of:

(a) two years after the last date of original issuance of any of thenotes; or

(b) the date when the holders of the Registrable Securities are able tosell all such securities immediately without restriction pursuant to thevolume limitation provisions of Rule 144 under the Securities Act.

Issuer may provide to each holder of Registrable Securities copies ofthe prospectus that is a part of the shelf registration statement,notify each holder when the shelf registration statement has becomeeffective and take certain other actions required to permit publicresales of the Registrable Securities. Issuer may suspend theavailability of the shelf registration statement and any prospectus fora period not to exceed 45 days in any three-month period or 120 days inany twelve-month period, such period being, referred to as a “DeferralPeriod”.

If:

(1) the shelf registration statement has not been filed prior to or onthe 90^(th) day following the earliest date of original issuance of anyof the notes; or

(2) the shelf registration statement has not been declared effectiveprior to or on the 210^(th) day following the earliest date of originalissuance of any of the notes; and

(3) at any time after the Deferral Period exceeds the number of dayspermitted in respect of such period, described in the precedingparagraph, by the 45^(th) or 120^(th) day, as the case may be (each, a“registration default”),

then, so long as a registration default continues, Issuer may berequired to pay liquidated damages in cash on each May 15 and November15 of each year to the holder of record of the notes or the common stockof Support Company issued upon conversion of the notes to the holders ofrecord on the immediately preceding May 1 or November 1. Liquidateddamages may accrue on the Registrable Securities, from and including thedate following the registration default to but excluding the day onwhich the registration default has been cured. Liquidated damages mayaccrue,

(1) in respect of the notes at a rate per year of 0.25% of theApplicable Principal Amount; and

(2) in respect of any common stock of Support Company issued uponconversion of the notes at a rate per year of 0.25% of the ApplicableConversion Price (as defined below).

A holder may not necessarily be entitled to liquidated damages unless ithas provided all information requested by Issuer prior to the deadlinefor response set forth in the Registration Rights Agreement and otherinformation reasonably requested by Issuer from a holder for inclusionin a shelf registration statement.

The term “Applicable Conversion Price” may mean, as of any date ofdetermination, the accreted principal amount per $1,000 principal amountat maturity of notes as of the date of determination divided by theconversion rate in effect as of such a date of determination or, if nonotes are then outstanding, the conversion rate that would be in effectwere notes then outstanding.

A holder who elects to sell any Registrable Securities pursuant to theshelf registration statement may be required to be named as a sellingsecurity holder in the related prospectus, may be required to deliver aprospectus to purchasers, may be subject to certain civil liabilityprovisions under the Securities Act in connection with those sales andmay be bound by the provisions of the Registration Rights Agreement thatapply to a holder making such an election, including certainindemnification provisions.

Issuer may mail a notice and questionnaire to the holders of RegistrableSecurities not less than 30 days prior to the time Issuer intends ingood faith to have the shelf registration statement declared effective.

No holder of Registrable Securities may necessarily be entitled to benamed as a selling security holder in the shelf registration statementand no holder of Registrable Securities may necessarily be entitled touse the prospectus forming a part of the shelf registration statementfor offers and resales of Registrable Securities at any time, unlesssuch holder has returned a completed and signed notice and questionnaireto Issuer on or prior to the deadline for response set forth in suchnotice and questionnaire. Issuer may agree in the Registration RightsAgreement to give notice to all holders of the filing and effectivenessof a shelf registration statement by release made to Reuters Economicservices and/or Bloomberg Business News (for example) or publish theinformation on Issuer's web site on the World Wide Web or though suchother public medium as Issuer may use at that time.

Upon receipt of a completed notice and questionnaire, together withother information as may be reasonably requested by Issuer from a holderfrom time to time for inclusion in a shelf registration statement,Issuer may, as promptly as practicable, file amendments to a shelfregistration statement or supplements to a related prospectus as arenecessary to permit a holder to deliver a prospectus to purchasers ofnotes and common stock of Support Company issuable in respect of thenotes (subject to Issuer's right to suspend the use of the prospectus asdescribed above).

Issuer may to use its reasonable efforts to cause the common stock ofSupport Company issuable upon conversion of the notes to be listed onthe New York Stock Exchange.

LIMITATION OF CLAIMS IN BANKRUPTCY ACCORDING TO THE GENERAL EMBODIMENT

If a bankruptcy proceeding is commenced in respect of Issuer or SupportCompany, the claim of a holder of notes may be, under Title 11 of theUnited States Code, limited to the issue price of the notes plus accruedinterest from the date of issue to the commencement of the proceeding.

FORM, EXCHANGE, REGISTRATION AND TRANSFER ACCORDING TO THE GENERALEMBODIMENT

Issuer may issue the notes in book-entry form, without interest coupons.Issuer may or may not charge a service charge for any registration oftransfer or exchange of the notes. Issuer may, however, require thepayment of any tax or other governmental charge payable for thatregistration.

Notes may be exchangeable for other notes, for the same total principalamount and for the same terms but in different authorized denominationsin accordance with the Indenture. Holders may present notes forregistration of transfer at the office of the security registrar or anytransfer agent Issuer designates. The security registrar or transferagent may effect the transfer or exchange when it is satisfied with thedocuments of title and identity of the person making the request.

Issuer may appoint the trustee as security registrar for the notes.Issuer may at any time rescind that designation or approve a change inthe location through which any registrar acts. Issuer may be required tomaintain an office or agency for transfers and exchanges in each placeof payment. Issuer may at any time designate additional registrars forthe notes.

In the case of any redemption, the security registrar may notnecessarily be required to register the transfer or exchange of anynotes either: a) during a period beginning 15 business days prior to themailing of the relevant notice of redemption and ending on the close ofbusiness on the day of mailing of the notice; or b) if the notes havebeen called for redemption in whole or in part, except the unredeemedportion of any notes being redeemed in part.

PAYMENT AND PAYING AGENTS ACCORDING TO THE GENERAL EMBODIMENT

Payments on the notes may be made in U.S. dollars at the office of thetrustee. At Issuer's option, however, Issuer may make payments by checkmailed to the holder's registered address or, with respect to globalnotes, by wire transfer. Issuer may make interest payments to the personin whose name the note is registered at the close of business on therecord date for the interest payment.

The trustee may be designated as Issuer's paying agent for payments onnotes. Issuer may at any time designate additional paying agents orrescind the designation of any paying agent or approve a change in theoffice through which any paying agent acts.

Subject to the requirements of any applicable abandoned property laws,the trustee and paying agent may pay to Issuer upon written request anymoney held by them for payments on the notes that remain unclaimed fortwo years after the date upon which that payment has become due. Afterpayment to Issuer, holders entitled to the money may have to look toIssuer for payment. In that case, all liability of the trustee or payingagent with respect to that money may cease.

NOTICES ACCORDING TO THE GENERAL EMBODIMENT

Except as otherwise described herein, notice to registered holders ofthe notes may be given by mail to the addresses as they appear in thesecurity register. Notices may be deemed to have been given on the dateof such mailing.

REPLACEMENT OF NOTES ACCORDING TO THE GENERAL EMBODIMENT

Issuer may replace any notes that become mutilated, destroyed, stolen,or lost at the expense of the holder upon delivery to the trustee of themutilated notes or evidence of the loss, theft or destructionsatisfactory to Issuer and the trustee. In the case of a lost, stolen ordestroyed notes, indemnity satisfactory to the trustee and Issuer may berequired at the expense of the holder of the note before a replacementnote will be issued.

PAYMENT OF STAMP AND OTHER TAXES ACCORDING TO THE GENERAL EMBODIMENT

Issuer may pay stamp and other duties, if any, which may be imposed bythe United States or any political subdivision thereof or taxingauthority thereof or therein with respect to the issuance of the notes.Issuer may not necessarily be required to make any payment with respectto any other tax, assessment or governmental charge imposed by anygovernment or any political subdivision thereof or taxing authoritythereof or therein.

BOOK ENTRY SYSTEM ACCORDING TO THE GENERAL EMBODIMENT

The notes may be represented by one or more global securities (each a“Global Security”). Each Global Security may be deposited with, or onbehalf of, of the Depository Trust Company (“DTC”) and be registered inthe name of a nominee of DTC. Except under circumstances describedbelow, the notes may not necessarily be issued in definitive form.

Upon the issuance of a Global Security, DTC may credit on its book-entryregistration and transfer system the accounts of persons designated bythe underwriter with the respective principal amounts of the notesrepresented by the Global Security. Ownership of beneficial interests ina Global Security may be limited to persons that have accounts with DTCor its nominee (“participants”) or persons that may hold intereststhrough participants. Ownership of beneficial interests in a GlobalSecurity may be shown on, and the transfer of that ownership may beeffected through, records maintained by DTC or its nominee (with respectto interests of persons other than participants). It is noted that thelaws of some states may require that some purchasers of securities takephysical delivery of the securities in definitive form. Such limits andsuch laws may impair the ability to transfer beneficial interests in aGlobal Security.

So long as DTC or its nominee is the registered owner of a GlobalSecurity, DTC or its nominee, as the case may be, may be considered thesole owner or holder of the notes represented by that Global Securityfor all purposes under the Indenture. Except as provided below, ownersof beneficial interests in a Global Security may not necessarily beentitled to have notes represented by that Global Security registered intheir names, may not receive or be entitled to receive physical deliveryof notes in definitive form and may not be considered the owners orholders thereof under the Indenture. Principal and interest payments, ifany, on notes registered in the name of DTC or its nominee may be madeto DTC or its nominee, as the case may be, as the registered owner ofthe relevant Global Security. Neither Issuer, Support Company, thetrustee, any paying agent, or the registrar for the notes maynecessarily have any responsibility or liability for any aspect of therecords relating to nor payments made on account of beneficial interestsin a Global Security or for maintaining, supervising or reviewing anyrecords relating to such beneficial interests.

It is expected that DTC or its nominee, upon receipt of any payment ofprincipal or interest, if any, may credit essentially immediatelyparticipants' accounts with payments in amounts proportionate to theirrespective beneficial interests in the principal amount of the relevantGlobal Security as shown on the records of DTC or its nominee. It isalso expected that payments by participants to owners of beneficialinterests in a Global Security held through these participants may begoverned by standing instructions and customary practices, as is thecase with securities held for the accounts of customers in bearer formor registered in “street name”, and may be the responsibility of theparticipants.

If DTC is at any time unwilling or unable to continue as a depositaryand a successor depositary is not appointed by Issuer within 90 days,Issuer may issue notes in definitive form in exchange for the entireGlobal Security for the notes. In addition, Issuer may at any time andin its sole discretion determine not to have notes represented by aGlobal Security and, in such event, may issue notes in definitive formin exchange for the entire Global Security relating to the notes. In anysuch instance, an owner of a beneficial interest in a Global Securitymay be entitled to physical delivery in definitive form of notesrepresented by the Global Security equal in principal amount to thebeneficial interest and to have the notes registered in its name. Notesso issued in definitive form may be issued as registered notes indenominations of $1,000 and multiples thereof, unless otherwisespecified by Issuer.

PLAN OF DISTRIBUTION ACCORDING TO THE GENERAL EMBODIMENT

The underwriters may enter into a purchase agreement Issuer and SupportCompany with respect to the notes. Subject to certain conditions, eachunderwriter may severally agree to purchase the notes in a desiredaggregate principal amount at maturity.

The purchase price to the underwriters for the notes may be an initialoffering price less an underwriting discount. The underwriters mayinitially offer the notes at the initial offering price. After the notesare released for sale, the initial purchasers may change the offeringprice and other selling terms.

Issuer and Support Company may grant the underwriters an option (e.g.,for 30 days) to purchase additional notes (e.g., up to approximately anadditional $800 million aggregate principal amount at maturity), at theinitial offering price (less underwriting discount).

The notes and the common stock of Support Company issuable uponconversion of the notes may not necessarily have been registered underthe Securities Act. Each underwriter may agree that it will only offeror sell the notes in the United States to qualified institutional buyersin reliance on Rule 144A under the Securities Act.

The notes may be a new issue of securities with no established tradingmarket. The underwriters may make a market in the notes but may notnecessarily be obligated to do so and may discontinue market making atany time without notice. The liquidity of a trading market for the notesmay not necessarily be assured.

In connection with the offering, the underwriters may purchase and sellnotes and common stock of Support Company in the open market. Thesetransactions may include short sales, stabilizing transactions andpurchases to cover positions created by short sales. Short sales mayinvolve the sale by the underwriters of a greater principal amount ofnotes than they may be required to purchase in the offering. Stabilizingtransactions may consist of certain bids or purchases made for thepurpose of preventing or retarding a decline in the market price of thenotes while the offering is in progress.

The underwriters may impose a penalty bid. This may occur when aunderwriter repays to the underwriters a portion of the underwritingdiscount received by it because the underwriters have repurchased notessold by or for the account of such underwriter in stabilizing or shortcovering transactions.

These activities by the underwriters may stabilize, maintain orotherwise affect the market price of the notes and common stock ofSupport Company. As a result, the price of the notes and common stock ofSupport Company may be higher than the price that otherwise might existin the open market. If these activities are commenced, they may bediscontinued by the underwriters at any time. These transactions may beeffected in the over-the-counter market or otherwise.

Support Company may agree, subject to certain exceptions, during theperiod beginning on the date of the initial offering of the notes andcontinuing until the date 90 days after the date of this the initialoffering of the notes, not to directly or indirectly offer, sell,contract to sell, sell any option or contract to purchase, purchase anyoption or contract to sell, grant any option right or warrant for thesale of, lend or otherwise dispose of any of the common stock of SupportCompany, any securities substantially similar to the common stock ofSupport Company, or any securities convertible, exchangeable orexercisable for the common stock of Support Company or substantiallysimilar securities, or file any shelf registration statement under theSecurities Act covering any offering of the common stock of SupportCompany, or enter into swaps or other agreements.

Issuer and Support Company may agree to indemnify the underwritersagainst certain liabilities, including liabilities under the SecuritiesAct.

Issuer may not necessarily apply for listing of the notes on anysecurities exchange or for inclusion of the notes in any automatedquotation system.

While a number of embodiments of the present invention have beendescribed, it is understood that these embodiments are illustrativeonly, and not restrictive, and that many modifications may becomeapparent to those of ordinary skill in the art. For example, the presentinvention may be used with any desired issuer, and/or supportingcompany, and/or trustee, and/or underwriters(s). Further, while thepresent invention has been described with regard to particularcalculation periods (e.g., quarterly and semi-annual calculationperiods), any desired calculation periods (e.g., weekly, monthly,quarterly, semi-annually, or yearly) may be used (and the specific datesdefining such calculation periods may be any desired dates). Furtherstill, while the description of the general embodiment referred to theissuance of notes having a specific aggregate principal amount atmaturity, any other desired notes having a different aggregate principalamount at maturity may of course be issued. Further still, while thedescription of the general embodiment referred to each of the notes ashaving a specific issue price and a specific nominal principal amount atmaturity (i.e., denomination), any other desired issue price or nominalprincipal amount at maturity may of course be used. Further still, whilethe description of the general embodiment referred to each of the notesas having a specific maturity date, any other desired maturity date mayof course be used. Further still, while the description of the generalembodiment referred to each of the notes as being a senior unsecuredobligation ranking equally with other unsecured and unsubordinated debt,the notes could alternatively be secured and could have a higher orlower ranking than other debt Further still, while the description ofthe general embodiment referred to each of the notes as having aspecific yield to maturity (which is computed semi-annually on abond-equivalent basis), any other desired yield may of course be used(and such yield may be computed at any desired period on any desiredbasis). Further still, while the description of the general embodimentreferred to each of the notes as having specific cash interest paymentterms, any other desired cash payment terms may of course be used.Further still, while the description of the general embodiment referredto each of the notes as having specific interest adjustment terms, anyother desired interest adjustment terms may of course be used. Furtherstill, while the description of the general embodiment referred tospecific tax event definitions and consequences, any other desired taxevent terms may of course be used. Further still, while the descriptionof the general embodiment referred to each of the notes as havingspecific conversion rights terms, any other desired conversion rightsterms may of course be used. Further still, while the description of thegeneral embodiment referred the notes as having specific terms relatingto redemption of the notes at the option of the issuer, any otherdesired terms relating to redemption of the notes at the option of theissuer may of course be used. Further still, while the description ofthe general embodiment referred to the notes as having specific termsrelating to repurchase of the notes at the option of the holder, anyother desired terms relating to repurchase of the notes at the option ofthe holder may of course be used. Further still, while the descriptionof the general embodiment referred the to notes as having specific termsrelating to change in control of the issuer, any other desired termsrelating to change in control of the issuer may of course be used.Further still, while the description of the general embodiment referredto the notes as having specific terms relating to default, any otherdesired terms relating to default may of course be used. Further still,while the description of the general embodiment referred to the notes ashaving specific terms relating to registration rights, any other desiredterms relating to registration rights may of course be used. Furtherstill, while the description of the general embodiment referred tospecific tax issues, any other desired terms or interpretations relatingto tax issues may of course be used. Further still, while thedescription of the general embodiment referred to specific book-entryterms, any other desired terms relating to book-entry issues may ofcourse be used. Further still, the Indenture and/or the notes may begoverned by, and construed in accordance with, any appropriate Federaland/or state law (e.g., New York state law). Further still, any desiredtrustee and/or registrar and/or paying agent may be used. Further still,the notes (which may be available only in book-entry form) may be issuedin the form of one or more global securities bearing various disclaimerand/or disclosure legends. Further, the issuer may or may not apply forlisting of the notes on any securities exchange or for inclusion of thenotes in any automated quotation system. Further still, the currentyield may be set essentially instantaneously or continuously on areal-time or quasi real-time basis. Further still, proceeds from theissuance of the notes may be used as desired by the issuer (including,but not limited to, use for general corporate purposes).

What is claimed is:
 1. A method for conducting a transaction, comprising: setting an initial yield for an obligation issued by an issuer and held by a holder, wherein the initial yield is applied to the obligation for an initial time period; setting a current yield for the obligation, wherein the current yield is applied to the obligation after the initial time period has elapsed, and wherein the current yield is set equal to one of a first reset yield and a second reset yield, depending upon a value of a share of a stock in relation to an accreted conversion price of the obligation; and performing at least one of the steps selected from the following group: (a) paying, to the holder of the obligation, interest equal to at least one of: (i) the initial yield applied to the obligation for the initial time period; and (ii) the current yield applied to the obligation after the initial time period has elapsed; and (b) converting the obligation into the stock according to a conversion formula.
 2. The method of claim 1, wherein the current yield is set equal to one of the first reset yield and the second reset yield depending upon the value of a share of the stock on a predetermined number of days in a test window in relation to the accreted conversion price of the obligation.
 3. The method of claim 2, wherein the current yield is set equal to the first reset yield if the value of the share of stock is equal to or less than a predetermined percent of the accreted conversion price of the obligation on at least the predetermined number of days in the test window; and the current yield is set equal to the second reset yield if the value of the share of stock is not equal to or less than a predetermined percent of the accreted conversion price of the obligation on at least the predetermined number of days in the test window.
 4. The method of claim 1, wherein the current yield is set periodically using a period selected from the group including: a) by the split-second; b) by the second; c) by the minute; d) by the hour; e) daily; f) weekly; g) monthly; h) quarterly; i) semi-annually; and j) annually.
 5. The method of claim 1, wherein the current yield is set continuously on a real-time basis.
 6. The method of claim 1, wherein the first reset yield equals a rate that would result in a trading price of par of a hypothetical issue of a debt security of a reset rate target entity, wherein the terms of the hypothetical issue of the debt security include: (i) a predetermined maturity; and (ii) an aggregate principal amount substantially equal to an accreted principal amount of the obligation.
 7. The method of claim 1, wherein each of the initial time period, the initial yield, the first reset yield, and the second reset yield equals a value selected from the group of: a) a value set by the time of issuance of the obligation; and b) a value set after the time of issuance of the obligation.
 8. The method of claim 1, wherein at least one of the initial time period, the initial yield, the first reset yield, and the second reset yield has at least one of an upper limit and a lower limit.
 9. The method of claim 1, wherein at least one of the initial time period, the initial yield, the first reset yield, and the second reset yield has a value which depends upon a sliding scale.
 10. The method of claim 9, wherein the sliding scale is set by the time of the issuance of the obligation.
 11. The method of claim 9, wherein the sliding scale changes over time.
 12. The method of claim 1, wherein the second reset yield equals the initial yield.
 13. A method for conducting a transaction, comprising: setting at least one of an issue price, a maturity date, and a nominal maturity value for an obligation issued by an issuer and held by a holder; setting an initial yield for the obligation, wherein the initial yield is applied to the obligation for an initial time period; setting a current yield for the obligation, wherein the current yield is applied to the obligation after the initial time period has elapsed, and wherein the current yield is set equal to one of a first reset yield and a second reset yield, depending upon a value of a share of a stock in relation to an accreted conversion price of the obligation; and performing at least one of the steps selected from the following group: (a) paying, to the holder of the obligation, interest equal to at least one of: (i) the initial yield applied to the obligation for the initial time period; and (ii) the current yield applied to the obligation after the initial time period has elapsed; and (b) converting the obligation into the stock according to a conversion formula.
 14. The method of claim 13, wherein the current yield is set equal to one of the first reset yield and the second reset yield depending upon the value of a share of the stock on a predetermined number of days in a test window in relation to the accreted conversion price of the obligation.
 15. The method of claim 14, wherein the current yield is set equal to the first reset yield if the value of the share of stock is equal to or less than a predetermined percent of the accreted conversion price of the obligation on at least the predetermined number of days in the test window; and the current yield is set equal to the second reset yield if the value of the share of stock is not equal to or less than a predetermined percent of the aecreted conversion price of the obligation on at least the predetermined number of days in the test window.
 16. The method of claim 13, wherein the current yield is set periodically using a period selected from the group including: a) by the split-second; b) by the second; c) by the minute; d) by the hour; e) daily; f) weekly; g) monthly; h) quarterly; i) semi-annually; and j) annually.
 17. The method of claim 13, wherein the current yield is set continuously on a real-time basis.
 18. The method of claim 13, wherein the first reset yield equals a rate that would result in a trading price of par of a hypothetical issue of a debt security of a reset rate target entity, wherein the terms of the hypothetical issue of the debt security include: (i) a predetermined maturity; and (ii) an aggregate principal amount equal to the accreted principal amount of the obligation.
 19. The method of claim 13, wherein each of the initial time period, the initial yield, the first reset yield, and the second reset yield equals a value selected from the group of: a) a value set by the time of issuance of the obligation; and b) a value set after the time of issuance of the obligation.
 20. The method of claim 13, wherein at least one of the initial time period, the initial yield, the first reset yield, and the second reset yield has at least one of an upper limit and a lower limit.
 21. The method of claim 13, wherein at least one of the initial time period, the initial yield, the first reset yield, and the second reset yield has a value which depends upon a sliding scale.
 22. The method of claim 21, wherein the sliding scale is set by the time of the issuance of the obligation.
 23. The method of claim 21, wherein the sliding scale changes over time.
 24. The method of claim 13, wherein the second reset yield equals the initial yield.
 25. A method for conducting a transaction, comprising: setting an initial yield for an obligation issued by an issuer and held by a holder, wherein the initial yield is applied to the obligation for an initial time period; setting a current yield for the obligation, wherein the current yield is applied to the obligation after the initial time period has elapsed, and wherein the current yield is set equal to one of a first reset yield and a second reset yield, depending upon a value of a share of a stock in relation to an accreted conversion price of the obligation; and performing at least one of the steps selected from the following group: (a) paying, to the holder of the obligation, interest equal to at least one of: (i) the initial yield applied to the obligation for the initial time period; and (ii) the current yield applied to the obligation after the initial time period has elapsed; (b) converting obligation into the stock according to a conversion formula; and (c) redeeming the obligation according to a redemption formula.
 26. The method of claim 25, wherein the current yield is set equal to one of the first reset yield and the second reset yield depending upon the value of a share of the stock on a predetermined number of days in a test window in relation to the accreted conversion price of the obligation.
 27. The method of claim 26, wherein the current yield is set equal to the first reset yield if the value of the share of stock is equal to or less than a predetermined percent of the accreted conversion price of the obligation on at least the predetermined number of days in the test window; and the current yield is set equal to the second reset yield if the value of the share of stock is not equal to or less than a predetermined percent of the accreted conversion price of the obligation on at least the predetermined number of days in the test window.
 28. The method of claim 25, wherein the current yield is set periodically using a period selected from the group including: a) by the split-second; b) by the second; c) by the minute; d) by the hour; e) daily; f) weekly; g) monthly; h) quarterly; i) semi-annually; and j) annually.
 29. The method of claim 25, wherein the current yield is set continuously on a real-time basis.
 30. The method of claim 25, wherein the first reset yield equals a rate that would result in a trading price of par of a hypothetical issue of a debt security of a reset rate target entity, wherein the terms of the hypothetical issue of the debt security include: (i) a predetermined maturity; and (ii) an aggregate principal amount equal to the accreted principal amount of the obligation.
 31. The method of claim 25, wherein each of the initial time period, the initial yield, the first reset yield, and the second reset yield equals a value selected from the group of: a) a value set by the time of issuance of the obligation; and b) a value set after the time of issuance of the obligation.
 32. The method of claim 25, wherein at least one of the initial time period, the initial yield, the first reset yield, and the second reset yield has at least one of an upper limit and a lower limit.
 33. The method of claim 25, wherein at least one of the initial time period, the initial yield, the first reset yield, and the second reset yield has a value which depends upon a sliding scale.
 34. The method of claim 33, wherein the sliding scale is set by the time of the issuance of the obligation.
 35. The method of claim 33, wherein the sliding scale changes over time.
 36. The method of claim 25, wherein the second reset yield equals the initial yield.
 37. A method for conducting a transaction, comprising: setting an initial yield for an obligation issued by an issuer and held by a holder, wherein the initial yield is applied to the obligation for an initial time period; setting a current yield for the obligation, wherein the current yield is applied to the obligation after the initial time period has elapsed, and wherein the current yield is set equal to one of a first reset yield and a second reset yield, depending upon a value of a share of a stock in relation to an accreted conversion price of the obligation; and performing at least one of the steps selected from the following group: (a) paving, to the holder of the obligation, interest equal to at least one of: (i) the initial yield applied to the obligation for the initial time period; and (ii) the current yield applied to the obligation after the initial time period has elapsed; (b) converting obligation into the stock according to a conversion formula; and (c) re-purchasing the obligation by the issuer according to a re-purchase formula when required by the holder.
 38. The method of claim 37, wherein the current yield is set equal to one of the first reset yield and the second reset yield depending upon the value of a share of the stock on a predetermined number of days in a test window in relation to the acereted conversion price of the obligation.
 39. The method of claim 38, wherein the current yield is set equal to the first reset yield if the value of the share of stock is equal to or less than a predetermined percent of the accreted conversion price of the obligation on at least the predetermined number of days in the test window; and the current yield is set equal to the second reset yield if the value of the share of stock is not equal to or less than a predetermined percent of the accreted conversion price of the obligation on at least the predetermined number of days in the test window.
 40. The method of claim 37, wherein the current yield is set periodically using a period selected from the group including: a) by the split-second; b) by the second; c) by the minute; d) by the hour; e) daily; f) weekly; g) monthly; h) quarterly; i) semi-annually; and j) annually.
 41. The method of claim 37, wherein the current yield is set continuously on a real-time basis.
 42. The method of claim 37, wherein the first reset yield equals a rate that would result in a trading price of par of a hypothetical issue of a debt security of a reset rate target entity, wherein the terms of the hypothetical issue of the debt security include: (i) a predetermined maturity; and (ii) an aggregate principal amount equal to the accreted principal amount of the obligation.
 43. The method of claim 37, wherein each of the initial time period, the initial yield, the first reset yield, and the second reset yield equals a value selected from the group of: a) a value set by the time of issuance of the obligation; and b) a value set after the time of issuance of the obligation.
 44. The method of claim 37, wherein at least one of the initial time period, the initial yield, the first reset yield, and the second reset yield has at least one of an upper limit and a lower limit.
 45. The method of claim 37, wherein at least one of the initial time period, the initial yield, the first reset yield, and the second reset yield has a value which depends upon a sliding scale.
 46. The method of claim 45, wherein the sliding scale is set by the time of the issuance of the obligation.
 47. The method of claim 45, wherein the sliding scale changes over time.
 48. The method of claim 37, wherein the second reset yield equals the initial yield.
 49. A method for conducting a transaction, comprising: setting a current yield for an obligation issued by an issuer, wherein the current yield is applied to the obligation after an initial time period has elapsed, and wherein the current yield is set equal to one of a first reset yield and a second reset yield, depending upon a value of a share of a stock in relation to an accreted conversion price of the obligation; and performing at least one of the steps selected from the following group: (a) paying, to the holder of the obligation, interest equal to the current yield applied to the obligation after the initial time period has elapsed; and (b) converting the obligation into the stock according to a conversion formula.
 50. The method of claim 49, wherein the current yield is set equal to one of the first reset yield and the second reset yield depending upon the value of a share of the stock on a predetermined number of days in a test window in relation to the accreted conversion price of the obligation.
 51. The method of claim 50, wherein the current yield is set equal to the first reset yield if the value of the share of stock is equal to or less than a predetermined percent of the accreted conversion price of the obligation on at least the predetermined number of days in the test window; and the current yield is set equal to the second reset yield if the value of the share of stock is not equal to or less than a predetermined percent of the accreted conversion price of the obligation on at least the predetermined number of days in the test window.
 52. The method of claim 49, wherein the current yield is set periodically using a period selected from the group including: a) by the split-second; b) by the second; c) by the minute; d) by the hour; e) daily; f) weekly; g) monthly; h) quarterly; i) semi-annually; and j) annually.
 53. The method of claim 49, wherein the current yield is set continuously on a real-time basis.
 54. The method of claim 49, wherein the first reset yield equals a rate that would result in a trading price of par of a hypothetical issue of a debt security of a reset rate target entity, wherein the terms of the hypothetical issue of the debt security include: (i) a predetermined maturity; and (ii) an aggregate principal amount equal to the accreted principal amount of the obligation.
 55. The method of claim 49, wherein each of the initial time period, the first reset yield, and the second reset yield equals a value selected from the group of: a) a value set by the time of issuance of the obligation; and b) a value set after the time of issuance of the obligation.
 56. The method of claim 49, wherein at least one of the initial time period, the first reset yield, and the second reset yield has at least one of an upper limit and a lower limit.
 57. The method of claim 49, wherein at least one of the initial time period, the first reset yield, and the second reset yield has a value which depends upon a sliding scale.
 58. The method of claim 57, wherein the sliding scale is set by the time of the issuance of the obligation.
 59. The method of claim 57, wherein the sliding scale changes over time.
 60. The method of claim 49, wherein the second reset yield equals an initial yield.
 61. A method for conducting a transaction, comprising: setting at least one of an issue price, a maturity date, and a nominal maturity value for an obligation issued by an issuer and held by a holder; setting an initial accretion rate for the obligation, wherein the initial accretion rate is applied to the obligation for an initial time period; setting a current accretion rate for the obligation, wherein the current accretion rate is applied to the obligation after the initial time period has elapsed, and wherein the current accretion rate is set equal to one of a first reset accretion rate and a second reset accretion rate, depending upon a value of a share of a stock in relation to an accreted conversion price of the obligation; and performing at least one of the steps selected from the following group: (a) paying, to the holder of the obligation, one or more payments equal to at least one of: (i) the initial accretion rate applied to the obligation for the initial time period; and (ii) the current accretion rate applied to the obligation after the initial time period has elapsed; (b) converting the obligation into the stock according to a conversion formula; (c) redeeming the obligation according to a redemption formula; and (d) re-purchasing the obligation by the issuer according to a re-purchase formula when required by the holder.
 62. The method of claim 61, wherein the current accretion rate is set equal to one of the first reset accretion rate and the second reset accretion rate depending upon the value of a share of the stock on a predetermined number of days in a test window in relation to the accreted conversion price of the obligation.
 63. The method of claim 62, wherein the current accretion rate is set equal to the first reset accretion rate if the value of the share of stock is equal to or less than a predetermined percent of the accreted conversion price of the obligation on at least the predetermined number of days in the test window; and the current accretion rate is set equal to the second reset accretion rate if the value of the share of stock is not equal to or less than a predetermined percent of the accreted conversion price of the obligation on at least the predetermined number of days in the test window. 